Kayne Anderson Energy Infrastructure Fund announces
HOUSTON, September 15, 2021 (GLOBE NEWSWIRE) – Kayne Anderson Energy Infrastructure Fund, Inc. (the “Company”) (NYSE: KYN) today announced that the Company has entered into a merger agreement with Fiduciary / Claymore Energy Infrastructure Fund (NYSE: FMO). Under this agreement, FMO will be acquired by KYN, with FMO shareholders being issued KYN common stock in exchange for their FMO common stock (as described below). The merger should be considered a tax-exempt reorganization for federal income tax purposes and, therefore, the transaction should not be taxable to shareholders of KYN or FMO.
This transaction was unanimously approved by the Board of Directors of KYN and the Board of Directors of FMO. Closing, which is expected in the first quarter of fiscal 2022, is subject to approval by FMO’s shareholders, compliance with all regulatory requirements and satisfaction of customary closing conditions.
Following the merger, the outstanding common shares of FMO will be exchanged for newly issued common shares of KYN. The exchange ratio will be based on the relative net asset values ââper share of FMO and KYN immediately prior to the closing date of the transaction. Based on the current net asset values ââper share of each fund, KYN expects to issue approximately 9.3 million common shares to shareholders of FMO.
Jim Baker, President, CEO and Chairman of the Board of KYN said, âWe are delighted to announce this transaction, which we believe is in the best interests of our shareholders. We believe the merger is a tax-efficient way for FMO shareholders to continue to invest in the energy infrastructure sector through KYN’s large and diverse portfolio. As the largest closed-end fund focused on energy infrastructure investments, we believe KYN is a natural consolidator. Our investors should benefit from the potential cost savings that stem from increased size and scale, improved business liquidity, âbest-in-classâ access to capital markets and investment opportunities. additional investment as we seek to capitalize on the energy transition. “
“KYN’s investment objective – equity investments in North American energy infrastructure companies – and its investment objective – to provide a high after-tax total return with an emphasis on cash distributions to shareholders – remain unchanged. We remain optimistic about the outlook for energy infrastructure companies over the next few years. Additionally, we believe KYN’s portfolio is well positioned to benefit from a continued economic recovery as more progress is made to contain the COVID-19 pandemic and to capitalize on opportunities related to the fuel transition. traditional carbon-based products to a sustainable blend of renewable and low-carbon energy sources, âBaker continued.
âKYN’s distribution policy, which takes into account net distributable income as well as realized and unrealized gains on KYN portfolio investments when determining KYN’s distribution, will remain in place after the completion of this transaction. . We recognize that distributions are an important part of the value proposition that KYN provides to its investors, and one of management’s most important long-term goals is to provide the Company’s investors with an attractive distribution, âsaid Mr. Baker concluded.
KYN plans to file with the United States Securities and Exchange Commission (“SEC”) a registration statement / proxy statement on Form N-14 which will be provided to FMO shareholders on the registration date. of the assembly. When available, the registration statement / proxy statement will detail the terms of the proposed merger and the proposals submitted to shareholders, if any. When it becomes effective, shareholders of FMO are encouraged to view the registration statement / proxy statement on the SEC’s website at www.sec.gov.
KYN’s investment advisor is KA Fund Advisors, LLC. FMO’s investment advisor is Guggenheim Funds Investment Advisors, LLC.
Kayne Anderson Energy Infrastructure Fund, Inc. (NYSE: KYN) is an undiversified closed-end investment company registered under the Investment Companies Act of 1940, as amended, whose common shares are traded on the NYSE. The investment objective of the Company is to provide a high total after-tax return with an emphasis on cash distributions to shareholders. KYN intends to achieve this goal by investing at least 80% of its total assets in securities of energy infrastructure companies. See Glossary of Key Terms in the Company’s most recent Quarterly Report for a description of these investment categories and the meaning of the terms in capital letters.
This press release is not intended to, and does not constitute, an offer to buy or sell shares of KYN or FMO; nor is this press release intended to solicit a proxy from a shareholder of FMO. The solicitation of proxies to effect the merger will only be made by a definitive and effective registration statement / proxy statement on Form N-14, after it has been declared effective by the SEC. This registration statement / proxy statement has not yet been filed with the SEC. Once the registration statement / proxy statement is filed with the SEC, it may be amended or withdrawn and the registration statement / proxy statement will not be distributed to shareholders unless and until it is declared effective by the SEC. Nothing in this press release is intended to recommend any investment policy or strategy or to take into account the specific objectives or circumstances of an investor. Please consult your investment, tax or legal adviser about your personal situation before investing.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS: This communication contains statements that reflect assumptions, expectations, projections, intentions or beliefs about future events. These statements and others that do not relate strictly to historical or current facts constitute forward-looking statements within the meaning of US federal securities laws. Forward-looking statements involve a variety of risks and uncertainties. These risks include, but are not limited to, changes in economic and political conditions; regulatory and legal developments; energy industry risk; risk of leverage; valuation risk; interest rate risk; fiscal risk; and other risks discussed in detail in the Company’s filings with the SEC, available at www.kaynefunds.com or www.sec.gov. Actual events could differ materially from these statements or from our current expectations or projections. You should not place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Kayne Anderson assumes no obligation to publicly update or revise any forward-looking statements contained herein. There can be no assurance that the Company’s investment objectives will be achieved.